Beginning in 2020, the Canada Business Corporation Act (CBCA) requires federal distributing companies to disclose annually the diversity in their boards and senior management. (CBCA s. 172.1). Disclosures are made to shareholders at annual meetings, and in filings with Corporations Canada. Corporations Canada has now published its review of filings covering calendar year 2021, citing the latest information and comparing with 2020 reports to assess initial progress.Read More
Audit, Compliance and Risk Blog
In December, the Ontario Court of Appeal reviewed a case involving two disputing factions in a 5-member partnership (Extreme Venture Partners Fund I LP v. Varma).1 The two partners who managed the activities decided that their efforts were being undervalued by the other 3, and responded by starting competing businesses, diverting resources from the original entity, and hiding these activities. The other 3 partners eventually found out and sued them for breaches of their fiduciary duties. The trial court found against the wrongdoers, and on appeal the Court of Appeal actually increased their punishment.
In June, the Ontario Court of Appeal issued a decision addressing two issues that should interest corporate directors – certainly in the province, and probably throughout Canada. The case is O’Reilly v. ClearMRI Solutions Ltd., and the issues it addresses are:
when might two companies be considered “common employers” of a single individual employee, sharing responsibilities for compliance with applicable labour laws; and
when might corporate directors, including directors of “common employers,” become personally liable for their company’s non-compliance with those laws.
The rest of this note discusses these issues, and the O’Reilly case decision.
Whose interests should corporate directors consider when running their companies? At least since 2008. The prevailing view in Canada is that while directors must consider shareholders’ interests, they may also consider the interests of other stakeholders. For example, in 2008, the Supreme Court of Canada decided the case BCE Inc. v. 1976 Debentureholders, allowing but not requiring consideration of debenture holders. Recently this permission has been shading toward an expectation.Read More